Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in China Coal Energy Company Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). 中國中煤能源股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 01898)
  1. CONTINUING CONNECTED TRANSACTIONS PROPOSED REVISION OF THE 2015 COAL SUPPLY FRAMEWORK AGREEMENT AND THE ANNUAL CAP THEREOF FOR THE YEAR ENDING 31 DECEMBER 2017
  2. CONTINUING CONNECTED TRANSACTIONS PROPOSED RENEWAL OF EXISTING CONTINUING CONNECTED TRANSACTIONS AND THE ANNUAL CAPS THEREOF FOR THE THREE YEARS ENDING 31 DECEMBER 2020
  3. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTORS
  4. PROPOSED APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISOR
  5. PROPOSED EMOLUMENTS OF THE DIRECTORS OF THE THIRD SESSION OF THE BOARD AND THE SUPERVISORS OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE FOR THE YEAR OF 2017
  6. PROPOSED CHANGE IN AUDITORS AND
NOTICE OF ANNUAL GENERAL MEETING Independent Financial Adviser of Independent Board Committee and Independent Shareholders

A notice convening the 2016 AGM of the Company to be held at 2:30 p.m. on Monday, 26 June 2017 at China Coal Building, No. 1 Huangsidajie, Chaoyang District, Beijing, the PRC is set out on pages 80 to 86 of this circular.

If you intend to appoint a proxy to attend the AGM, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H Shares registrar and transfer office of the Company in Hong Kong, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of holders of H Shares); or to the registered office of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC (in the case of holders of A Shares). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so desire.

Whether you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in the case of holders of H Shares) on or before Monday, 5 June 2017. Whether you intend to attend the AGM in person or by proxy, you are required to complete and return the reply slip to the registered office of the Company at No. 1 Huangsidajie, Chaoyang District, Beijing, 100120, the PRC (in the case of holders of A Shares).

* For identification purpose only

11 May 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . 45 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . 47 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 76 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Share(s)" the domestic ordinary share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Shanghai Stock Exchange and traded in Renminbi

"AGM" the 2016 annual general meeting of the Company to be held on 2:30 p.m. on Monday, 26 June 2017 at China Coal Building, No. 1 Huangsidajie, Chaoyang District,

Beijing, the PRC

"Articles of Association" the articles of association of the Company, as amended from time to time

"associate" has the meaning ascribed to it under the Hong Kong Listing Rules and SSE Listing Rules

"Board" the board of Directors of the Company

"CBRC" China Banking Regulatory Commission (中國銀行業監督 管理委員會)

"Chinacoal Finance" Chinacoal Finance Co., Ltd.* (中煤財務有限責任公司), a

limited liability company incorporated under the laws of the PRC and a subsidiary of the Company

"China Coal Group" or "Parent" China National Coal Group Corporation* (中國中煤能源

集團有限公司), a state-owned enterprise established under the laws of the PRC and the controlling shareholder of the Company

"Company" China Coal Energy Company Limited* (中國中煤能源股 份有限公司), a joint stock company incorporated under the laws of the PRC with limited liability, the H Shares of which are listed on the Hong Kong Stock Exchange under the stock code of 01898 and the A Shares of which are listed on the Shanghai Stock Exchange under the stock code of 601898

"connected person" has the meaning ascribed to it under the Hong Kong

Listing Rules

"controlling shareholder" has the meaning ascribed to it under the Hong Kong

Listing Rules

"Director(s)" the director(s) of the Company

"Existing Continuing

Connected Transactions"

the transactions under the 2015 Coal Supply Framework Agreement, the 2015 Integrated Materials and Services Mutual Provision Framework Agreement, the 2015 Project Design, Construction and General Contracting Services Framework Agreement, and the 2015 Financial Services Framework Agreement

"Group" the Company and its subsidiaries

"H Share(s)" the overseas listed foreign share(s) of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Independent Board Committee"

an independent board committee of the Board comprising all of the independent non-executive Directors, who have no material interest in the Non-exempt Revision or the Non-exempt Continuing Connected Transactions, namely Zhang Ke, Zhao Pei, and Ngai Wai Fung, which was established to advise the Independent Shareholders in relation to Non-exempt Revision, the Non-exempt Continuing Connected Transactions as well as the proposed annual caps thereof

"Independent Financial Advisor"

Huatai Financial Holdings (Hong Kong) Limited, a corporation licensed to conduct Type 1 (dealing in securities), Type 2 (dealing in future contracts), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Non- exempt Revision, the Non-exempt Continuing Connected Transactions and the proposed annual caps thereof

China Coal Energy Company Limited published this content on 11 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 11 May 2017 09:51:16 UTC.

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